INDEMNIFICATION AND STOCKHOLDER AGREEMENT



         THIS AGREEMENT, made and entered into as of this _____ day of August,

2000, by and between ELECTRIC CITY CORP., a Delaware corporation ("Electric

City") and the stockholders of Switchboard Apparatus, Inc., an Illinois

corporation ("Switchboard") listed on the signature page hereof (each a

"Stockholder" and collectively, the "Stockholders").



                                    RECITALS



         A.    Electric City and Electric City Acquisition Corporation, a

wholly-owned subsidiary of Electric City ("Acquisition"), Switchboard and the

Stockholders have entered into an Agreement and Plan of Merger dated as of

August __, 2000 ("Agreement for Merger") pursuant to which, among other things,

Switchboard will merge with and into Acquisition (the "Merger"). All capitalized

terms not defined herein shall have the meanings ascribed to them in the

Agreement for Merger.



         B.    In connection with the Merger, Electric City will issue to the

Stockholders shares of common stock of ("Electric City Common Stock").



         C.    The shares of Electric City Common Stock to be issued in the

Merger will be offered and sold without registration under the Securities Act of

1933, as amended ("Securities  Act"), pursuant to an exemption provided in

Section 4(2) of the Securities Act and Regulation D promulgated thereunder.



         D.    Pursuant to the Agreement for Merger, Electric City has agreed to

file with the Securities and Exchange Commission ("SEC") under the Securities

Act a registration statement on Form S-1 (or other form) within ninety (90) days

of the Closing Date (collectively, the "S-1 Registration Statement") with

respect to the resale of shares of Electric City Common Stock to be issued in

the Merger, and shall maintain the effectiveness of the S-1 Registration

Statement until the earlier of (a) the date on which all the shares of Electric

City Common Stock to be issued in the Merger have been sold by the persons to

which such shares were originally issued or (b) the first anniversary of the

Closing Date.



         NOW, THEREFORE, in consideration of the mutual covenants contained

herein and other good and valuable consideration, the receipt and adequacy of

which are hereby acknowledged, the parties hereto agree as follows:



                            I. ISSUANCE OF SHARES OF

                    ELECTRIC CITY COMMON STOCK IN THE MERGER



         The Stockholders understand that the shares of Electric City Common

Stock issued to them in the Merger are not registered under the Securities Act

or the securities laws of any state, and are







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being sold in reliance upon exemptions from registration under said Act and

laws. The Stockholders also understand that shares of Electric City Common Stock

issued in the Merger may not be resold except pursuant to the S-1 Registration

Statement, or an applicable exemption from registration. The Stockholders hereby

make the following representations, warranties, agreements and acknowledgments

on which Electric City shall rely in claiming such exemptions:



         1.    Each Stockholder is an "accredited investor" under applicable

securities laws in that the Stockholder:



               (a) is a person having a net worth (assets at fair market

         value less all liabilities) or a joint net worth, together with the

         Stockholder's spouse, in excess of $1,000.000; or



               (b) has an individual income (without including any income of the

         Stockholder's spouse) in excess of $200,000 in each of the two most

         recent years and reasonably expects an income in excess of $200,000 in

         the current year. ("Income" means adjusted gross income for federal

         income tax purposes, plus (i) any deduction for depletion, (ii) any

         exclusion for interest, (iii) any partnership losses allocated to the

         Stockholder as a limited partner of a partnership, and (iv) any

         employer contributions to which the Stockholder has a vested right.);

         or



               (c) has joint income with such Stockholder's spouse in excess of

         $300,000 in each of the two most recent years and reasonably expects to

         have joint income in excess of $300,000 in the current year.



                                       OR



               (d) the Stockholder is NOT an "accredited investor" because the

         Stockholder does not meet any of the foregoing standards.



If the Stockholder has indicated above that he is an "accredited investor," such

Stockholder agrees to furnish such information as Electric City may reasonably

require to permit Electric City to verify such representation.



         2.    Each Stockholder is a bona fide resident of the state set forth

in his address below and agrees that, in the event such Stockholder's principal

residence or principal executive office is changed prior to the Closing Date,

such Stockholder will promptly notify Electric City.



         3.    Each Stockholder acknowledges receipt of documents listed on

Exhibit D (which documents are referred to herein as the "Information

Documents") and has read, understands and is fully familiar with the Information

Documents.



         4.    Each Stockholder acknowledges the shares of Electric City Common

Stock to be issued to such Stockholder in the Merger will be acquired solely by

and for the account of such





                                       -2-





{PAGE}



Stockholder, and are not being purchased with a view to, or in connection with

a, distribution, unless pursuant to an effective registration statement;

provided, however, that the foregoing shall not be deemed to prevent a sale

pursuant to Rule 144 promulgated under the Securities Act ("Rule 144").



         5.    Each Stockholder acknowledges that the stock certificates issued

as evidence of the shares of Electric City Common Stock to be issued to the

Stockholders in the Merger will bear restrictive legends and stop transfer

instructions will be noted in the appropriate records of Electric City or its

transfer agent, or both. Electric City will issue appropriate instructions to

its transfer agent as to the transfer of shares of Electric City Common Stock

under the S-1 Registration Statement.



         6.    Each Stockholder agrees that no transaction shall be effected by

the Stockholders in any of shares of Electric City Common Stock to be issued to

the Stockholder in the Merger except (i) in accordance with offering terms and

conditions specified in the S-1 Registration Statement and upon the submission

to Electric City (or the transfer agent for Electric City receiving such shares

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